Prohibited Dispositions Clause Samples

Prohibited Dispositions. A Party is prohibited from Transferring any of its interest in the Properties or Other Asset or any of its rights under this Agreement unless: (a) its interest in the Properties and Other Assets and in its rights under this Agreement are Transferred together (or, if a portion, in the same proportion); (b) such Transfer occurs when such Party is not in default of any of its covenants and agreements herein contained; and (c) such Transfer, if it constitutes a Transfer by a Party of a portion of its interest in the Properties and the Other Assets and in its rights under this Agreement, has been approved by the other Party, such approval not to be unreasonably withheld.

Prohibited Dispositions. A Party is prohibited from Transferring any of its Holdings unless: (a) such Transfer occurs when such Party is not in default of any of the covenants or conditions herein required to be kept or performed by such Party; and (b) such Transfer is made with the consent of the other Party, which consent may be withheld in the exercise of such other Party’s sole discretion, or (c) such transfer is made in conformity with the procedure prescribed in Section 5.3, in which case the consent of the other Party shall be deemed to have been given.

Prohibited Dispositions. (a) Any purported Disposition of a Diamond Interest that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, however, that, if Diamond is required to recognize a Disposition of a Diamond Interest that is not a Permitted Transfer, the Transferred Interest shall be strictly limited to the transferor's rights to allocations and Distributions as provided by this Diamond LLC Agreement with respect to the Transferred Interest, which allocations and Distributions may be applied (without limiting any other legal or equitable rights of Diamond) to satisfy any debts or obligations, or liabilities for damages that the transferor or transferee of such Diamond Interest may have to Diamond. (b) To the fullest extent permitted by law, in the case of a Disposition or attempted Disposition of a Diamond Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Disposition shall be liable to indemnify and hold harmless Diamond and the other Members from all losses, costs, liability, and damages that any of such indemnified Persons may incur (including incremental tax liability and reasonable lawyers' fees and expenses) as a result of such Disposition or attempted Disposition and efforts to enforce the indemnity granted hereby. Diamond LLC Agreement

Prohibited Dispositions. Sell or otherwise dispose of (A) all, or a substantial portion of the Property of any Company, or (B) any Property, other than in arm's length transactions that are made in the ordinary course of business, provided, however, that the Companies may engage in any Permitted Dispositions so long as no Default has occurred and is continuing. Notwithstanding the prior sentence, this provision shall not be deemed to have authorized any sale or disposition that will result in a violation of any other provision of this Loan Agreement or any other Loan Document.

Prohibited Dispositions. Except insofar as may otherwise be required by law, or permitted by Article IX hereof, no Member's Membership Interest in the Company, in whole or in part, shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge, or encumbrance of any kind, nor in any manner be subject to the debts or liabilities of any Member, and any attempt to so alienate or subject any such Membership Interest shall be null and void.

Prohibited Dispositions. Any attempted sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other disposition of any Units will be null and void if it is not made in compliance with this Article 7 or: 7.2.1. subject to waiver by the Managing Member upon advice of counsel, if the disposition (in conjunction with prior dispositions) would cause a termination of the Fund under the Code; 7.2.2. if the disposition would, in the opinion of tax counsel to the Fund, jeopardize the status of the Fund as a partnership for federal income tax purposes or cause the Fund to be treated as a publicly-traded partnership; 7.2.3. if the disposition would not be in compliance with any and all state and federal securities laws and regulations; or 7.2.4. if the disposition would cause the assets of the Fund to be characterized as “plan assets” under ERISA.

Prohibited Dispositions. Except as set forth on SCHEDULE 5.07, other than provision of services in the ordinary course of business and consistent with present practice or except as expressly permitted by GoodAero in writing, the Company shall not, (i) sell, lease, transfer or otherwise dispose of any of its assets or property having a book or market value in excess of $50,000 in the aggregate or that are otherwise material, individually or in the aggregate, to the business, results of operations or financial condition of the Company or (ii) enter into, or consent to the entering into, any agreement granting a preferential right to sell, lease or otherwise dispose of any of such assets. Except as set forth on SCHEDULE 5.07, notwithstanding anything to the contrary above, the Company shall not lease, sell, purchase or otherwise acquire or dispose of any interest in or usage of any rights to any (i) aircraft, (ii) landing rights or landing slots or (iii) gates, ticket counters or other airport facilities.

Prohibited Dispositions. To the fullest extent permitted by law, any purported Disposition of an Interest that is not made in accordance with Section 10.1 shall be null and void and of no effect whatsoever; provided, however, that, if the Company is required to recognize a Disposition of an Interest that is not made in accordance with Section 10.1, the transferred Interest shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this LLC Agreement with respect to the transferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts or obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. To the fullest extent permitted by law, in the case of a Disposition or attempted Disposition of an Interest that is not made in accordance with Section 10.1, the parties engaging or attempting to engage in such Disposition shall be liable to indemnify and hold harmless the Company and the other Members from all losses, costs, liability, and damages that any of such indemnified Persons may incur (including incremental tax liability and reasonable lawyers’ fees and expenses) as a result of such Disposition or attempted Disposition and efforts to enforce the indemnity granted hereby.

Prohibited Dispositions. Other than provision of services ----------------------- or sales in the ordinary course of business and consistent with past practices, neither the Company nor any Company Subsidiary has (i) sold, leased, licensed, transferred or otherwise disposed of any of its assets or property having a book or market value, individually, in excess of $250,000, or in the aggregate, in excess of $1,000,000, or (ii) entered into, or consented to the entering into of, any agreement granting a preferential right to sell, lease or otherwise dispose of any of such assets.